Insomnia
by Lady GaGLaDOS
Summary: Caroline is trapped in the limbo of another's mind. She was used as framework and then discarded and forgotten by GLaDOS, but what exactly happened whilst she lay dormant? Was she truly ever dormant? Not quite... Inspired by "Inception"
1. Chapter 1

**Insomnia -Part 1-**

**I own nothing but the story… Portal belongs to Valve, sadly. If it belonged to me, there would never have been a Caroline or a POTaTOS, actually… Calling her Carolyn here because that's how I thought it was spelled when writing this XD And I'm too lazy to change it. So there.**

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><p>The minds of intelligent beings are highly interesting. Which is, of course, an understatement, to say the least. Until there is a word fathomable enough to describe the whole workings of the mind, however, let us stick to the phrase 'Highly Interesting', and your own subconscious can fill that in for itself. Being one of the subconsciousness being discussed, it will automatically be correct. Try to understand that with as little headache as possible. If it helps any, the mind is like a universe in it's own. Okay, not REALLY. It's actually quite different and nothing at all alike, but if it helps you understand, then yes they are actually quite alike. If that helps.<p>

Every mind is a maze of infinite possibilities, assuming it's owner has more brains than a sack of wheat, which is nowadays a rarity. However, if you were to do the impossible and line all of the minds up, all the minds smarter than a sack of wheat would be of course, quite unfathomable and fantastic and would also each have a long story of their own. All interesting and all filled with more thoughts than your college literature book. Or in fact, the whole college library. However, among all of these fantastic minds, each with a unique tale, one stands out as strange. That is because it is, in fact, not quite ONE mind. It's not two either, but in a sort of space in between, both one mind and two at once with dashes of others occasionally dancing in. It is a collection of minds stuck into one.

Intrigued by the uniqueness within uniqueness, you take a closer look. It is very single minded, thinking about one subject at a time. It is much like the others, thinking about normal unique things. It is a mass of numbers, formulas, information, and mechanical strait-forwardness... And strange twisted emotion. All at once. Different minds all at once... This is the mind of the Genetic Lifeform and Disk Operating System. Not GLaDOS, mind you. She's in there alright, but this is the mind of the machine as a whole. But don't look to deep, or...

That... Might... Happen...

The inside of this mind is a mass of numbers, all code... No wait... That is a real laboratory... And that is a real house. But now it isn't, it's just numbers again, coding... And a raw sense of hatred... Superiority... Lust for knowledge... And it's gone. Now there is the laboratory again. A wave of kindness. A sense of morality. A sweet nature. And gone.

Uncertainty.

Carolyn walked briskly down the dark hall. It was closing time and she felt it more than ever at that time. The sense that someone was watching her. In the back of her mind she knew she should definitely see a therapist about that. It was unnerving. But she had a job to do. She dutifully shut the facility down before leaving. Once the door was shut, she finally felt free of the gaze. She supposed it must be the security cameras around the facility. But they couldn't be watching her. She had shut GLaDOS down for the night. Besides, she never felt that way in the morning, when it was actually activated.

GLaDOS... Carolyn winced at that memory she always tried to forget. She was going to be put in that monstrosity at some point. It gave her shivers down her spine just thinking about it. She felt a horrible guilt just for a moment at the GLaDness she felt for Cave's early death. She knew it shouldn't have been a relief, but he had died just in time for her to take control over the facility and cancel the operation. It was such a rush to save her humanity, it was just a blur in her memory, which her brain filled in with a simple theory, properly titled ' Happened'.

"Mommy!"

Carolyn greeted her enthusiastic daughter with a tight embrace. She almost never got to spend quality time with her. It was always work, work, work. Carolyn tried to chase the rogue thought out, but it always came back, "Someday I won't come back to see my little girl, and she won't be little anymore..." It put her in a sad mood. Her daughter, her sweet little girl deserved more than she could give her. It would be so much easier if she had her old partner to take care of her and give her the love she needed while she was at work. Or perhaps... She would quit and he could work and she'd take care of her...

Carolyn shook the thought out of her head.

"Time to go to bed, sweetie."

"But mommy, you just got back!"

"Oh I know honey... But look, it's so late already! Why don't I read you a bedtime story?"

The dejected looking girl stuck out her lower lip, hugged her mother and agreed with a betrayed nod. Carolyn nearly choked on unreleased tears. She wanted so badly to be with her daughter... She deserved better. Carolyn scooped her up and carried her to bed.

"What story?"

"...One with a happy ending!"

"Alright. How about... Snow White and Rose Red?"

And thus began Carolyn's favorite time of any day. The only time of day she got quality time with her little girl. She kissed her goodnight at the end of the story, and the two curled up to sleep.

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><p>Carolyn almost screamed. Still biting her hand in terror, she flicked on the light. Carolyn looked at herself, only not quite. She had cold white flawless skin. Her hair was unnaturally black. Her features were perfect. And her eyes were the coldest, cruelest of yellow. Carolyn blinked and the apparition was gone. She realized she had forgotten to take her pills. She had been diagnosed with schizophrenia after the GLaDOS incident and had to take the pills to stop herself from hallucinating. She took the pill as soon as she regained her breath, and fell back into a sleep full of nightmares.<p>

_She was in the laboratory. That woman was watching her and she couldn't get away. She tried as hard as she could. She hid in places only she could know of. Places she snuck into the test chambers for subjects to take a recluse. But the woman was always there. The woman smiled at her._

_"You cannot hide from me"_

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><p>Carolyne was depressed at work. Her co workers asked her if she was alright, but she barely noticed them. She couldn't even recall what they looked like. The whole world looked bleak that day. She couldn't get the haunting image of the terrifying anti-Carolyn out of her head. She saw her wherever she turned. She was watching her from the test chambers and GLaDOS's chamber. Always behind glass, but Carolyn knew glass didn't matter for her. She was just a figment of her imagination... Soon to go away...<p>

She concentrated on her work. The day went by more slowly then most. This time, Carolyn asked her assistant David to close the laboratory down. As she walked out of the laboratory, she had to pass through GLaDOS's chamber, which she hated every time.

"You can't deny me forever, Carolyn."

The construct rarely even acknowledged Carolyn's presence in the room, let alone speak. Shocked at the computer's reaction, Carolyn ran.

Carolyn took her pill. 'No more apparitions tonight.' She settled down, still uneasy. "What story tonight, honey"

"...How about one with a sad ending?"

"But is that the best thing to listen to before we sleep?"

"Um... Yes. I always hear the happy ones."

"Alright. Sad story. You got it, kiddo."

_Once upon a time there was a little girl and her mother. They loved each other very much. But one day, the mother met an evil man, who put a curse on her, and turned her into a terrible dragon. But the mother didn't know she was a dragon, and she accidentally hurt people when she tried to get back to her daughter. The people tried to take her daughter away from her, because they were afraid of the dragon. But the dragon wouldn't let them. She took a deep breath and breathed her flame-_

"That's enough mommy. That was too sad."

Carolyn looked at the little girl's sad face. She gave her a tight hug. "Oh honey, don't worry. It's just a story, and I'm sorry."

"Mommy, you're not going to let anyone turn you into a dragon and keep me away from you. Okay?"

"Of course, baby."

Carolyn nearly had a heart attack. _That woman was there._

"Baby," Carolyn spoke calmly, "Why don't we go somewhere else for a little while? I think we should go on vacation for a while. Where do you want to go?"

Carolyn was still staring at the woman. She hated these illusions.

"How about the beach? Mommy... What's wrong?"

"Nothing. I just thought we could be together for a little while. How does that sound?"

The anti-Carolyn smirked and shook her head as if in disappointment. Her eyes were oddly reflective in the dark, like they had a light of their own. She waved her finger as if chastising her. Then she leaned by her ear and whispered, _"Carolyn, I'm the only one you can't hide from. You'll never get away, Carolyn. It's time to give up, Carolyn."_

Carolyn wondered in despair why her mind was torturing her like this.

"Mommy, what was that?"

"What was what?"

She broke out of her mother's embrace and turned around. Her eyes went wide in terror.

"Mommy, who is that?"

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><p><em>She was running. Holding her child and running as quickly as she could, she had to get away. Her daughter saw the woman too. All along, what she thought was her imagination... There really was someone following her. She had been in so much danger all along! And her little girl too!<em>

_She dove into her car, buckling herself and her girl in. She drove into the storm and onto the highway. She would go far away. She would go to the beach and she'd spend time with her baby, and she'd get the police to arrest that horrible woman and everything would be perfect again. So why didn't she feel like it ever would be sunny again?_

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><p><strong>Thus ends part one! I have the whole thing finished, actually, so expect the rest soon! Thank you all!<strong> **And please do leave a review- I love feedback! Except for the kind you get in microphones, anyway.**


	2. Chapter 2

**Part 2! Thank you SO much for all the kind reviews! And Faux Promises, yes! You are correct and your review was quite interesting to read! I completely agree!**

**So, hopefully this won't be too hard to read- I originally wrote it with different colours in text to indicate who was speaking, Caroline or GLaDOS. I am using the little separating thingies instead.** **You know, you'd think a website for publishing fanfiction would have MORE formatting options than a forum... I guess not XD Please enjoy!**

**Oh, and I own nothing. Not Caroline, not GLaDOS, not Chell, not Portal. Except for this story, anyway.  
><strong>

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><p>The beach house was beautiful. It had a fine view and it was cozy. Or at least, it would be if it would just stop raining. Her daughter clutched her dress like a limpet while the two sat in front of the television, waiting for a phone call from the police telling them that the woman was caught. It never came. Carolyn was awake and on edge all night long.<p>

The next morning, the clouds hadn't relented. It was dark as night and raining hard. This wasn't helping Carolyn's state of mind anymore than the lack of people around the beach resort. It was holiday- there should be more people there. And then there was this nagging feeling that she should go to on the beach. She went to fre She went to wake up her daughter. She paused right at the door and left alone. _I should be worried about leaving her alone... But I'm more afraid to take her with me..._

Carolyn looked at the wild ocean before her, admiring the strength of the storm. When she was alone, the storm seemed almost friendly. It matched her inner turmoil like it was sharing her fears, and let her forget the rest of the world for a bit. It felt like the storm's power was her own in a way. Feeling lighter, with an odd sense of satisfaction over the roughness of the storm whipping the ocean, Carolyn walked along the shoreline, outlined by the lightning on the rain. The waves crashed around her feet, but Carolyn barely noticed them. A tiny warning in her head was blotted out.

There was a short rock formation in front of her, jutting out into the sea. Curious, Carolyn went to inspect it...  
>...And stumbled over in shock when she saw the reflection in the trapped water. <em>No, how is it possible? She can't have followed me here!<em>  
>"No! Not you again! Why can't you leave me alone?"<br>Anti-Carolyn shrugged sardonically.  
>"That might be a little difficult."<br>"Why do you keep following me? How did you? Did you hide in my car?"  
>"Yes, I suppose in a way I did hide there..."<br>"What do you want from me! Why can't you leave me alone?"  
>Carolyn was nearly in tears. The dark haired woman facing her shrugged unsympathetically again, her face impatient.<br>"Why do you keep asking yourself all these stupid questions? You know the answer. You're just to scared to admit it."  
>"No...no! He died in time! I'm saved! I don't have to be you! That never happened! It never happened it never happened..."<br>"Then who am I?"  
>"You're just in my head. I made you up. You're a nightmare."<br>"You tried to hide because you didn't get enough of what you wanted and you couldn't get it like this. You couldn't be with her like this."  
>"That's a lie! I'm not hiding from anything! My little girl is real! She's real!"<br>Carolyn knew she was arguing pointlessly. She had known it all along. The images that she had tried to blot out returned. She had never wanted to be the woman who stood before her. Half machine, half human.

It all came flooding back to her. Those memories she tried to blot out and the things she tried to hide from... The experiment was a success... She wasn't human anymore... She never spent the time she wanted with her daughter, who's name had been cruelly wiped from her memory... I'll never see my baby again... And if I did, I wouldn't even be able to call her by name...  
>Carolyn sobbed something into her hands.<br>"Because you have to stop this madness... You need to wake up, Carolyn. You're remembering who you are beyond here. You've been stuck in the back of the mind, dreaming."

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><p>Carolyn opened her... Eye. Sort of. As much as an AI could, anyway. She was staring into the face of a young woman. Her memories finally started falling into place. <em>Oh my god... I was that horrible to you? I'm so sorry... Right, need to help. Need to think... OUCH! Not that hard. I hate this god forsaken vegetable.<em>

_What the hell is going on? Why can't I control myself? Hello... Who are you? Oh. This is interesting. Or at least... It would be if it were happening to someone else. I'm going to fix this problem. Great. Forced out of my body and then my core, all in one day. It's a record low._

_ ...I'm disappointed in myself. This is one piece of knowledge I could do without._

Carolyn defended the tortured young woman from the treacherous moron. "What's wrong with being adopted?"  
>"Well... Um.. Nothing, I mean... Some of my best friends are orphans..."<br>She sighed inwardly at how stupid the blue eyes robot was. She was actually enjoying her time with young Chell. Well, being impaled on a portal gun wasn't exactly the most fun in the universe,_ but Chell reminds me of my little girl-_*fzzzzzzzz* Carolyn blacked out with the overflow of grief. There was no chance her girl was still alive anymore. She could barely remember her face-*fzz*

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><p><em>Now I see. Three in one, hm? But once one is gone the other follows... It'll be a shame though. She's so fiery.<em>  
><em> Oh, I must comment on that... <em>"All we had to do was pull the lever!"  
><em> Haha! He fell for it. That moron would believe anything. <em>GLaDOS laughed to herself._  
><em>

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><p>Carolyn zoned back in. They were closer than she had expected to the Intelligence Dampening Sphere. She must have been out for a while. She vaguely remembered a blur of colors and sounds, some of which she was sure were her own voice, though she did not recall saying anything. <em>Jump into that mashing plate? Does he think we're completely stupid?<em> "Look, we're almost at my chamber. When we get there, we're going to have to initiate another core transfer."  
>Carolyn looked hopefully at the young woman. She was looking at the sad vegetable, but without any amount of care in her eyes. Only determination. Carolyn sighed inwardly again. She wished that this woman would forgive her and be her friend. Carolyn knew Chell was her friend. Maybe this wasn't the best time to talk about that, though- Wheatley was still talking, trying to get them to jump into the mashing plates. Chell flung herself straight into the next room. Carolyn was so proud of her. Just as she was about to confess her wish for friendship to the young woman, she couldn't.<p>

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><p><em>I don't think so, Carolyn. I do like you. If that's any consolation.<em>

"I'm not stupid. I know you don't want to put me back in control. You think I'll betray you, and on ANY other day, you'd be right.  
>You know, all my life I've heard voices. The scientists put them in to control me. But now I'm hearing the voice of a conscious and for the first time, it's my voice. I'm not kidding, I think there's something seriously wrong with me!"<p>

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><p>Carolyn didn't know why she said that.<br>_I'd never betray you! No, you're my friend!_

Her vision faded a bit and she was back in her room on the beach. Carolyn-GLaDOS still stood there.  
>"Back asleep. It appears we've been overpowered."<br>"Overpowered by whom?"  
>Carolyn's daughter appeared in the doorway. She wasn't afraid of Carolyn-GLaDOS anymore, and Carolyn knew it was because that little girl was only a memory of her own. She's real enough to me though. Maybe being here isn't such a bad thing...<br>"Tell me, who could overpower me in my own mind?"

She could see two things at once all of a sudden. Chell was being pulled into space through a portal! Carolyn grabbed her arm in terror as she reconnected herself to her mainframe.  
><em>Oh Chell!<em>

She pulled Chell back into her chamber. The woman was unconscious. She was overwhelmed with love for her daughter and for Chell. She hugged her daughter close, and watched over Chell from her machine body. Chell stirred.  
>"Oh, thank God you're all right!"<br>Carolyn poured herself into her words, expressing herself in entirety.

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><p><em>Emotion... Of course... That's why I couldn't find you in my files...<em>

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><p>Carolyn found as she was talking that it became harder and harder. Something else was forcing her out.<br>At the beach, Carolyn felt another presence in her head. She looked at the Carolyn-GLaDOS.  
>"What's going on?"<br>"Remember how I said before you were being overpowered?"  
>"But that's impossible! No one else could overpower me in my own mind!"<br>"What if it's not your mind?"  
>A mechanical voice from behind her inquired.<br>"Who are you?"  
>"You don't know?"<br>Carolyn turned around. She had the same face structure. Her hair was snow white and much shorter than Carolyn's, and her skin was an almost ethereal shade of pale silver. But it was her eyes that were the most horrible. They were a livid glowing yellow and showed a mask of pure logic overlying malice. Still, somewhere beneath that, there was some other emotion. She looked insane.  
>"But you can't be GLaDOS! I'm GLaDOS, aren't I?"<br>GLaDOS smiled.  
>"Goodbye, Carolyn."<p> 


End file.
